MANAGEMENT SERVICES AGREEMENT

       THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement"), is made and entered
into  on  July  1,  1997  to be effective as of March 7,  1997  (the  "Effective
Date"),  by  and  between Sport Supply Group, Inc., a Delaware corporation  (the
"Manager"), and Emerson Radio Corp., a Delaware corporation (the "Company").

      WHEREAS,  the  Company  has  requested that the  Manager  provide  various
managerial services to the Company for the Company's benefit and the Company and
Manager  desire  to  enter into this Agreement on the terms and  conditions  set
forth herein;

      NOW,  THEREFORE, in consideration of the mutual covenants  and  agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Manager and the Company hereby
agree as follows:

                                    ARTICLE I
                               MANAGEMENT SERVICES

      1.1   GENERAL DUTIES.     The Company and the Manager hereby  agree  that,
during the term of this Agreement, the Manager will be responsible for providing
the Company with the following services:

           (a)   Process  payroll  and  payroll  taxes  for  the  Company's
     employees  and  assist Company by enrolling Company employees  in  the
     Company's employee benefit plans, and process the payment of insurance
     premiums  to  the Company's benefit providers so long as  the  Company
     submits  the correct amount of the premium to the Manager on a  timely
     basis    (subject to the Manager receiving from the Company all of the
     necessary  information, which is not in Manager's possession,  custody
     or  control,   required  to  fulfill these  functions)  (collectively,
     "Human  Resource Services").  Such Human Resources shall be  performed
     on a timely basis in accordance with industry standards.
     
           (b)  Calculate daily borrowing availability with respect to  the
     Company's  secured  credit facility, prepare daily reporting  for  the
     Company's banks, prepare forecasts of cash availability and cash flow,
     wire  funds  and  set-up letters of credit as may be requested  by  an
     officer  of  the  Company,  or  an authorized  agent  of  the  Company
     (including, without limitation, Ken Corby) for which Manager  receives
     notice of such authorization from an officer of the Company from  time
     to time (collectively, the "Banking Services");

           (c)  Provide space for the Company's AS 400 Computer System  and
     provide  the  system operator services set forth below  (collectively,
     the "Computer Services");

     DAILY
        Monitor computer messages
        Answer and respond to user requests (EDI problems, terminal/printer
          problems, etc.)
        Submit nightly batch jobs
        Format nightly save tapes
        Load nightly save tapes
        Start nightly data save to tape

     WEEKLY
        Load Payroll tapes
        Submit nightly batch jobs
        Format save tapes
        Load weekend save tapes
        Start weekly data save to tape

    Manager shall use the Company's AS 400 Computer System solely to perform the
Computer Services.

          (d)  Process the Company's accounts payables  and process checks
     to  be  delivered, approved and signed by an officer  of  the  Company
     (collectively, the "Payable Services");

          (e)  Provide warehouse storage space (subject to availability and
     obtaining the Landlord's consent, and in no event after the  time  the
     Manager ceases to occupy the warehouse space currently occupied by the
     Manager  at  13700 Benchmark, Farmers Branch, Texas,  in  which  event
     Manager shall provide the Company with at least thirty (30) days prior
     written notice of vacating such space) for the Company's archives  and
     product  inventory at Manager's warehouse located at 13700  Benchmark,
     Farmers Branch, Texas 75234, or such other mutually agreeable location
     (collectively, the "Warehouse Space"); and

           (f)   Provide office space (subject to availability  and  in  no
     event  after  the time the Manager ceases to occupy the  office  space
     currently  occupied  by  the Manager at 1901 Diplomat  Drive,  Farmers
     Branch,  Texas, in which event Manager shall provide the Company  with
     at least thirty (30) days prior written notice of vacating such space)
     for  certain employees of the Company at Manager's office  located  at
     1901  Diplomat  Drive,  Farmers Branch, Texas  75234,  or  such  other
     mutually agreeable location (collectively, the "Office Space").

           (g)  Prepare, design and draft publications to be distributed by
     the Company, such as owner manuals, service manuals, warranty text and
     any  additions,  modifications  and revisions  thereto,   relating  to
     products  sold  by the Company, all in accordance with  the  Company's
     past  practices (the "Design Services").  The Company will  be  solely
     responsible  for  (and own) all information and intellectual  property
     included  in  such  publications and any and  all  legal  requirements
     relating  to  such  publications.    All reproduction  costs  for  the
     Design Services will be paid by the Company.  The Design Services will
     not  include any of the Company's documents that are customarily filed
     with  the  Securities and Exchange Commission, such as Annual Reports,
     proxy statements, 10-Qs, 10-Ks, etc.

           (h)   Until the earlier of (i) the expiration or termination  of
     this Agreement, or (ii) the date Ken Corby ceases to be an employee of
     the  Manager, Mr. Corby will provide financial management services  to
     the  Company on an as needed basis, provided that Mr. Corby  will  not
     devote  more  than  75% of his working time to the provision  of  such
     services (collectively, the "Financial Management Services".)
     
    All of the services set forth in this Article shall be collectively referred
to in this Agreement as the "Services".
     
    Notwithstanding the foregoing, Manager will not be responsible for providing
any  services to the Company not expressly set forth herein, including,  without
limitation,  any legal or tax related services; PROVIDED, HOWEVER,  the  Manager
will provide the necessary data as reasonably requested by ADP to enable ADP  to
prepare the Company's payroll tax returns..

      1.2       COMPANY RESPONSIBILITIES.  During the term of this Agreement the
Company will assume the responsibilities and perform the duties set forth below:

           (a)  The Company will furnish to the Manager all information and
     data,  not in Manager's custody or control,  reasonably necessary  for
     Manager  to  provide the services described above, including,  without
     limitation,  all  payroll  files  and  employee  payroll   and   other
     information that Manager may advise the Company it requires to perform
     its  services under this Agreement.  Manager shall be entitled to rely
     upon  the  accuracy  and  completeness  of  all  information  that  it
     reasonably believes to have been furnished to it by the Company or  at
     the  Company's direction, and shall have no duty to inquire about such
     information.   Manager  acknowledges  no  changes  to  the   Company's
     corporate  payroll  records  will be made without  the  prior  written
     consent of the Company.

          (b)  During the term of this Agreement, the Company will  furnish
     to the Manager the AS400 that is owned by the Company, which equipment
     shall  remain  the  property  of the Company.   Company  shall  retain
     complete   financial  responsibility  for  such  equipment,  including
     depreciation,  maintenance,  insurance and  taxes,  if  any.   Company
     hereby  appoints  the  Manager  as its  sole  agent  for  all  matters
     pertaining to such equipment and shall promptly notify all appropriate
     third  parties  of such appointment.  Company has sole  responsibility
     for  all  aspects  of  the computer data and its  hardware,  including
     without limitation, uninterruptable power supply, data lines, disaster
     recovery, offsite storage and tape back-up.

           (c) The Company shall be solely responsible for resolving  any
     dispute  between  the  Company and any employee  of  the  Company  and
     answering  any inquiries relating to a Company employee's  rights  and
     entitlements under the Company's benefit plans.  The Company is solely
     responsible  for  the administration of its benefit plans  (including,
     without  limitation, its 401(k) Plan ) and executing and  filing  with
     any  governmental  authority or other person   all  reports  or  other
     documents  required  in connection with such benefit  plans,  and  the
     Manager  shall  have  no reporting obligation in connection  with  any
     aspect of the Company's benefit plans.  In addition, the Manager shall
     not  be deemed a fiduciary or plan administrator of the Company or any
     of  the  Company's benefit plans and shall not have any responsibility
     to  monitor compliance by the Company with the terms and conditions of
     any benefit plan or any law applicable thereto.

          (d)  The Company shall cooperate with the Manager by, among other
     things,  making  available, as reasonably requested  by  the  Manager,
     management decisions, personnel information, approvals and acceptances
     in  order  that  the  work  of  Manager  contemplated  hereby  may  be
     accomplished.
     
      1.3  INSURANCE.    Manager will not be liable to the Company or any of the
employees  or  contractors  of  the Company for damage  or  loss  to  person  or
property, including theft, burglary, assault, vandalism or other crimes,  unless
such  damage or loss is caused by the gross negligence or willful misconduct  of
the  Manager.   The  Manager will not be liable to the Company  or  any  of  its
employees or contractors for personal injury or for damage to or loss  of  their
personal  property from fire, flood, water leaks, rain, hail, ice, snow,  smoke,
lightning,  wind, explosions, strike, war, riot, insurrection,  interruption  of
utilities  or other occurrences unless such injury, loss or damage is caused  by
the gross negligence or willful misconduct of the Manager.  Company acknowledges
that neither the Warehouse Space nor the Office Space is fireproof.  The Company
is  strongly  urged to secure its own insurance to protect against  all  of  the
above.

     1.4    PERMISSIBLE ACTIVITIES.  Nothing herein shall in any way preclude
the Manager from engaging in any business activities or from performing services
for its own account or for the account of others.
                                        
                                   ARTICLE II
                                  COMPENSATION

      2.1  SERVICE CHARGES.   The Company and the Manager hereby agree that  the
Manager  will  be  compensated at the initial rates  set  forth  below  for  the
services rendered by the Manager to the Company pursuant to this Agreement:

<TABLE>
<CAPTION>
     SERVICES                 AMOUNT IN U.S. DOLLARS        BEGINNING DATE

     <C>                      <C>                           <C>
     Human Resource Services  $1,000 per pay period         March 7, 1997
     Banking Services         $25,000 per year              June 16, 1997
     Computer Services        $20,000 per year              May 31, 1997
     Payable Services         $12,000 per year              June 16, 1997
     Warehouse Space          $4.00 per square foot         May 15, 1997
     Office Space             $5.00 per square foot         June 16, 1997
     Design  Services         $50,000 per year              July 1, 1997
     Financial Management
          Services            See Section 2.3 below         June 1, 1997

</TABLE>

The  amount  of such service charges may be adjusted from time to  time  by  the
parties' mutual written agreement.  Such service charges shall be payable within
ten  (10)  days  of the date an invoice is received.  Partial  months  shall  be
prorated  accordingly.  The Company will also be responsible for paying  all  of
the  Company's out-of-pocket expenses related to the above services  (including,
without  limitation,  copying charges incurred in  connection  with  the  Design
Services)  and the Manager's  expenses related to the Manager's  business,  such
as  postage,  telephone  and telecopy bills, telephone lines,  office  supplies,
transition  services, etc.  The payment of any expenses incurred by  Manager  on
the Company's behalf in excess of $1,000 requires the Company's written consent.

     2.2  The Manager will reimburse the Company for salary payments made by the
Company  to  Geoffrey P. Jurick for the benefit of the Manager,  which  payments
shall  be  $20,833.33 per month,  plus expenses incurred by Mr. Jurick on behalf
of  the  Manager,  subject  to increases approved  by  the  Manager's  Board  of
Directors. Such reimbursements shall be made on a  monthly  basis.

      2.3   The  Company will reimburse the Manager for an amount equal  to  75%
times  Ken  Corby's  salary, payroll taxes and all benefits (including,  without
limitation,  insurance,  Manager contributions to  the  Manager's  401(k)  Plan,
automobile  allowances, and fees and expenses relating thereto,  etc.)  for  the
Financial  Management Services. Such reimbursements shall be made on  a  monthly
basis, payable within ten (10) days of the date an invoice is received.
                                        
                                   ARTICLE III
                              TERM AND TERMINATION

      3.1   TERM.     This Agreement shall become effective as of the  Effective
Date  and shall continue in force until terminated pursuant to the terms of this
Agreement or otherwise agreed by the parties.

      3.2   TERMINATION.  This Agreement may be terminated by  either  party  on
sixty (60)   days' prior written notice to the other party.

      3.3  TERMINATION FOR NONPAYMENT.   Notwithstanding Section 3.2 hereof,  in
the  event that either party defaults in the payment when due of any amount  due
to the other hereunder and does not cure such default within ten (10) days after
being  given written notice of such default, then the non-defaulting party  may,
by  giving  written  notice  thereof  to the defaulting  party,  terminate  this
Agreement as of the date specified in such notice of termination.

      3.4  TERMINATION FOR INSOLVENCY.   Notwithstanding Section 3.2 hereof,  in
the event that either party hereto becomes or is declared insolvent or bankrupt,
is the subject of any proceedings relating to its liquidation, insolvency or for
the  appointment of a receiver or similar office for it, makes an assignment for
the  benefit  of  all or substantially all of its creditors, or enters  into  an
agreement   for  the  composition,  extension,  or  readjustment   of   all   or
substantially all of its obligations, then the other party hereto may, by giving
written  notice thereof to such party, terminate this Agreement as of  the  date
specified in such notice of termination.

      3.5   RETURN OF RECORDS.  Upon the termination of this Agreement  for  any
reason,  the  Manager shall promptly return to the Company all  books,  records,
documents, information and data (including data stored in computers  or  on  any
computer media or equipment), including all copies of the foregoing, that belong
to the Company.

                                   ARTICLE IV
                               GENERAL PROVISIONS

     4.1  CONFIDENTIALITY.   Each party agrees that all information communicated
to it by the other, whether before or after the Effective Date, was and shall be
received  in strict confidence and shall be used only for the purposes  of  this
Agreement,  and  that  no such information, including, without  limitation,  the
provisions of this Agreement, shall be disclosed or otherwise used by a party to
this  Agreement  or  its  security holders, directors, officers,  employees,  or
agents, without the prior written consent of the other party, except as  may  be
necessary  by  reason  of  legal, accounting or  regulatory  requirements.   The
requirements  and obligations of this Section 4.1 shall survive the  termination
of this Agreement.

   4.2    INDEMNIFICATION.

         (a)       The  Manager  agrees to indemnify,  defend  and  hold
     harmless   the  Company  and  its  affiliates  and  their   respective
     directors,  officers, agents, employees and controlling  persons  from
     and  against  any  and  all losses, claims, damages,  liabilities  and
     expenses (including the reasonable cost of investigating and defending
     against  any claims therefor and reasonable counsel fees and  expenses
     incurred  in  connection  therewith) that  resulted  solely  from  the
     willful  bad  faith  or  gross  negligence  of  the  Manager  in   the
     performance  of  the Services that are the subject of this  Agreement.
     No  express or implied warranty is made by Manager in respect  to  any
     Service  or  product provided hereunder including, without limitation,
     any  implied  warranty or merchantibility or fitness for a  particular
     purpose.

         (b)      The Company agrees to indemnify, defend and hold harmless
     the  Manager  and  its  affiliates  and  their  respective  directors,
     officers,  agents, employees and controlling persons from and  against
     any   and  all  losses,  claims,  damages,  liabilities  and  expenses
     (including the reasonable cost of investigating and defending  against
     any  claims therefor and reasonable counsel fees and expenses incurred
     in  connection  therewith) related to or arising out of  the  Services
     provided  hereunder  by  the Manager (including,  without  limitation,
     Manager's  use  of the Company's Brand Names and Marks,  as  described
     below),  regardless if such losses, claims, damages,  liabilities  and
     expenses are founded in whole or in part, on the alleged negligence of
     the  Manager, the Manager's representatives, or its employees, agents,
     invitees  or  licensees.   The  Company  shall  not  be  obligated  to
     indemnify  the  Manager, however, in respect of  any  losses,  claims,
     damages, liabilities or expenses that resulted solely from the willful
     bad faith or gross negligence of the Manager in the performance of the
     Services that are the subject of this Agreement.

         (c)      IN  NO  EVENT  WILL EITHER PARTY BE LIABLE  FOR  PUNITIVE
     DAMAGES  OR FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING,  WITHOUT
     LIMITATION,  LOST  PROFITS  OF  ANY PARTY,  INCLUDING  THIRD  PARTIES.
     FURTHER, NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR
     TO  THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED
     AGAINST EITHER PARTY.

     4.3      RELATIONSHIP  OF  PARTIES.   It  is  the  express  intention   and
understanding  of  the  Manager and the Company that  the  relationship  of  the
Manager  to the Company shall be at all times that of an independent contractor,
with  the  Manager  having full and complete liberty to use  its  own  free  and
uncontrolled  will,  judgment and discretion as to  the  method  and  manner  of
performing  the obligations of the Manager hereunder.  Other than  the  Services
specifically  stated  herein  to  be performed  by  Manager,  Manager  does  not
undertake  by  this  Agreement  or  otherwise  to  perform  any  regulatory   or
contractual obligation of Company, or to assume any responsibility for Company's
business  or  operations.  Nothing herein contained or  done  pursuant  to  this
Agreement  shall constitute the Manager or its agents or employees a partner  or
joint  venturer  of  the Company, or a fiduciary of (i) the  Company,  (ii)  any
benefit plan of the Company, or (iii) any employee of the Company.

    4.4    NOTICES.   All notices that are required or may be given pursuant  to
the  terms of this Agreement shall be in writing and shall be sufficient in  all
respects  if given in writing and delivered personally, by commercial  messenger
service, or by registered or certified mail, postage prepaid, to the other party
at  the following address or to such other address as either party shall provide
to the other party in writing in accordance with this Section 4.4:

        If to the Manager:                   If to the Company:

        Sport Supply Group, Inc.             Emerson Radio Corp.
        1901 Diplomat Drive                  Nine Entin Road
        Farmers Branch, Texas 75234          Parsippany, New Jersey 07054
        Attn:  President                     Attn:  Chief Executive Officer

        cc:  General Counsel                 cc:  Law Department

    4.5     ATTORNEYS' FEES.   In the event that attorneys' fees or other  costs
are  incurred to secure performance of any of the obligations set forth in  this
Agreement, to establish damages for the breach thereof, or to obtain  any  other
appropriate  relief,  whether by way or prosecution or defense,  the  prevailing
party  (as  determined by the judge  in the judge's  sole discretion)  shall  be
entitled to recover reasonable attorneys' fees and costs incurred therein.

    4.6     COUNTERPARTS.    This  Agreement may be  executed  in  one  or  more
counterparts  for the convenience of the parties hereto, all of  which  together
shall constitute one and the same instrument.

    4.7     BINDING AGREEMENT; ASSIGNMENT.  This Agreement shall be binding  on,
and   inure  to  the  benefit  of,  the  parties  hereto  and  their  respective
representatives, successors, and assigns, but neither this Agreement nor any  of
the  rights, interests, or obligations hereunder shall be assigned or  delegated
by  any of the parties hereto, whether by operation of law or otherwise, without
the  prior  written  consent  of the other party (which  consent  shall  not  be
unreasonably withheld), nor is this Agreement intended to confer upon any  other
person  other  than  the parties hereto any rights or remedies  hereunder.   Any
assignment or delegation in violation of this Agreement shall be null and void.

   4.8    WAIVER.  No delay on the part of either party in exercising any of its
respective  rights  hereunder, nor the failure to exercise  the  same,  nor  the
acquiescence  in  or waiver of a breach of any term, provision or  condition  of
this  Agreement  shall be deemed or construed to operate as  a  waiver  of  such
rights or acquiescence thereto except in the specific instance for which given.

   4.9    SEVERABILITY.  If any provision of this Agreement is declared or found
to  be  illegal, unenforceable or void, then each party will be relieved of  its
obligations  arising  under  such provision to  the  extent  such  provision  is
declared or found to be illegal, unenforceable or void (it being the intent  and
agreement  of  the  parties  that this Agreement  shall  be  deemed  amended  by
modifying  such  provision  to  the  extent  necessary  to  make  it  legal  and
enforceable  while  preserving  its intent or,  if  that  is  not  possible,  by
substituting  therefor  another provision that  is  legal  and  enforceable  and
achieves  the  same  objective), and each provision  not  so  affected  will  be
enforced to the full extent permitted by law.

    4.10 ENTIRE AGREEMENT.  This Agreement contains the entire understanding  of
the parties relating to the subject matter of this Agreement  and supersedes all
prior written or oral and all contemporaneous oral agreements and understandings
relating to such subject matter.  This Agreement cannot be modified, amended  or
terminated  except  in writing signed by the party against whom  enforcement  is
sought.

    4.11 GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLE OR RULE THAT MIGHT
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.  EACH PARTY AGREES 
THAT THIS AGREEMENT IS FULLY PERFORMABLE IN DALLAS COUNTY, TEXAS, AND THAT ANY
ACTION, DISPUTE OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THE
SUBJECT MATTER OF THIS AGREEMENT SHALL BE BROUGHT SOLELY IN A COURT OF COMPETENT
JURISDICTION SITTING IN DALLAS, DALLAS COUNTY, TEXAS.  EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF ANY
SUCH COURT AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY DEFENSE OF
AN INCOVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING AND ANY
RIGHT OF JURISDICTION ON ACCOUNT OF THE PLACE OF RESIDENCE OR DOMICILE OF
ANY PARTY THERETO.

    4.12  OTHER  DOCUMENTS.  Each party hereto agrees to  execute  any  and  all
documents, and to perform such other acts, that may be necessary or expedient to
further the purposes of this Agreement.

    4.13  FORCE  MAJEURE.   Each party hereto shall be excused from  performance
hereunder  for any period and to the extent that it is prevented from performing
any  services pursuant hereto, in whole or in part, as a result of delays caused
by  the  other  party or by an act of God, war, civil disturbance, court  order,
labor  dispute, third party nonperformance, or other cause beyond its reasonable
control,  including  without limitation failures or fluctuations  in  electrical
power,  heat, light, air conditioning or telecommunications equipment, and  such
nonperformance  shall  not be a default hereunder or a  ground  for  termination
hereof.   Notwithstanding  the  foregoing, in the event  such  condition  exists
greater  than  thirty (30) days, either party may terminate  this  Agreement  by
giving  the other party written notice of termination,  which termination  shall
be effective as of the date set forth in such notice.

      4.14  HEADINGS.   The section headings used herein are for  reference  and
convenience only, and shall not enter into the interpretation hereof.

      4.15  TRADEMARKS.   Manager shall use its own name or  trademarks  in  all
dealings.   It may not use any trademarks or tradenames or rights  to  use  same
belonging to the Company and/or its subsidiaries or affiliates (other  than  the
Manager's) without the Company's prior written consent in each instance.  To the
extent  the  Company  gives such consent, Manager may use  such  trademarks  and
"EMERSON"  brand and product names and such other brand name(s) under which  the
products may hereinafter be marketed in the United States by the Company  and/or
its  subsidiaries  or affiliates (other than the Manager's)  (collectively,  the
"Brand  Names  and  Marks")  only in connection  with  the  performance  of  its
Services.   The  Company  may withdraw such consent at  any  time.   Thereafter,
except  as  provided below, no advertising or other use of the Brand  Names  and
Marks  may  be made by Manager without the Company's prior written  approval  in
each instance.  All use of the Brand Names and Marks and all goodwill associated
therewith  shall  inure to the benefit of the Company.  Manager  shall  have  no
interest  in  or  rights to the Brand Names or Marks or any of  them  nor  shall
Manager  have or accrue any interest in or to the goodwill associated therewith.
Upon  expiration  or  earlier  termination  of  this  Agreement,  Manager  shall
discontinue all use of the Brand Names or Marks in advertising or otherwise, and
shall  remove  all signs and displays relating thereto and shall return  to  the
Company  at  Company's  expense,  all signs, displays  and  other  writings  and
materials relating thereto; PROVIDED, HOWEVER, the foregoing does not  apply  to
any  advertising  in  the  process of being printed or in  inventory  that  also
includes  the  Manager's  products (including,  without  limitation,  catalogs).
Manager is not and this Agreement does not constitute Manager as being a  holder
of  a  license  or  permitted to use the Brand Names or  Marks  nor  shall  this
Agreement be deemed to make Manager a franchisee.

      Company shall use its own name or trademarks in all dealings.  It may  not
use  any trademarks or tradenames or rights to use same belonging to the Manager
and/or  its  subsidiaries or affiliates (other than the Company's)  without  the
Manager's prior written consent in each instance.

      4.16  NO  THIRD  PARTY BENEFICIARIES.  This Agreement and the  rights  and
obligations  hereunder  do not and shall not confer  any  rights  to  any  third
parties and no third parties shall have any rights under this Agreement.

      4.17  SURVIVAL.  Paragraphs 2.1, 3.5, 4.1, 4.2, 4.4, 4.5, 4.11, 4.15,  and
4.16 shall survive the expiration or earlier termination of this Agreement.

      IN  WITNESS  WHEREOF, the parties hereto have executed and delivered  this
Agreement as of the date first above written.

                              THE MANAGER:

                              SPORT SUPPLY GROUP, INC.

                              /s/ Peter S. Blumenfeld
                              Peter S. Blumenfeld, President

                              THE COMPANY:

                              EMERSON RADIO CORP.

                              /s/ John P. Walker
                              John P. Walker
                              Executive Vice President and
                              Chief Financial Officer